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unenforceable, except that Tenant agrees that in any event it must vacate the Property not <br />later than December 31, 2008. Landlord and Tenant agree that any disputes relating to <br />payments made hereunder shall be controlled and resolved pursuant to the terms of a separate <br />agreement between the Tenant and Landlord. <br />2. Owner's Duties <br />Owner agrees to develop a replacement structure ("Replacement Structure") on the lot <br />immediately east and adjacent to the Property. This lot is identified as APN 101-272-04. <br />Construction of the Replacement Structure is expected to be completed on or about, <br />December 31, 2008. <br />3. Release and Indemni <br />Tenant and Landlord unconditionally agree to release, indemnify, defend and hold harmless <br />City, its officers, directors, Agencies, employees, and authorized agents (collectively <br />"Agents"), from any and all claims, liabilities, costs, damages or causes of action which Tenant <br />and/or Landlord now have or in the future may have against City arising from the <br />acquisition of the Property for the Project, including, but not limited to, any and all relocation <br />assistance and other relocation and/or displacement benefits, and including compensation <br />for any and all loss of business goodwill (if any), leasehold interests, personal property, <br />improvements pertaining to realty, bonus value (if any), severance damages (if any), and any <br />and all other damages to which Tenant and/or Landlord may be entitled to as a result of <br />City's acquisition of the Acquired Property for the Project. <br />4. Attorney's Fees <br />In the event of litigation relating to this ASA, the prevailing party shall be entitled to <br />reasonable attorneys' fees and costs. <br />5. Entire Agreement <br />This ASA contains the entire Agreement of the Parties hereto pertaining to the subject matter <br />discussed herein, and supersedes any prior written or oral agreements between the Parties <br />concerning the subject matter contained herein. This ASA may be modified only by a <br />writing executed by the Parties hereto. <br />6. PartialInvalidi <br />In the event that any term, covenant, condition or provision of this ASA shall be held by a <br />court of competent jurisdiction to be invalid or against public policy, the remaining provisions <br />shall continue in full force and effect. <br />7. Waiver <br />The provisions of this ASA may be waived, altered, amended or repealed, in whole or in <br />Acquisition Settlement Agreement <br />Page 4 of 8 <br />Tenant's Initials Landlord's Initials ~~"/ <br />